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Friday, February 19, 2016<br />
Outstanding stock options as of December 31, 2015<br />
Range of strike prices<br />
Number<br />
Weighted average strike<br />
price<br />
Weighted average<br />
remaining contractual life<br />
(in thousands) (in euros) (in years)<br />
Under €15 2,216 11.9 6.3<br />
€15-€17 8,483 16.0 3.8<br />
€17-€19 2,376 17.2 5.3<br />
€19-€21 5,662 20.2 2.3<br />
€21-€23 6,017 22.9 0.3<br />
€23-€25 6,577 24.7 1.3<br />
€25 and more - - -<br />
31,331 19.7 2.6<br />
Performance share plans<br />
On February 27, 2015, Vivendi granted 1,449 thousand performance shares to its officers and employees. In 2014, due to changes in the<br />
scope which had been implemented, Vivendi did not grant an annual plan to its employees and only granted 380,000 performance shares to a<br />
member of the Management Board and certain executive officers of its subsidiaries.<br />
On February 27, 2015, the share price was €21.74 and the expected dividend yield was 4.60%. These shares will vest at the end of a threeyear<br />
period and the compensation cost is therefore recognized on a straight-line basis over this vesting period. They will then remain<br />
unavailable during an additional two-year period. After taking into account a discount for non-transferability of 9.0% of the share price as of<br />
February 27, 2015, the fair value of each granted performance share amounted to €16.98, corresponding to an aggregate fair value of<br />
€25 million. The accounting methods applied to value and recognize these granted plans are described in Note 1.3.10.<br />
The objectives relating to the performance conditions are assessed over a three-year period in line with what was proposed to, and adopted<br />
by, the General Shareholders’ Meeting held on June 24, 2014.<br />
The definitive grant is effective upon the satisfaction of the following performance conditions:<br />
internal indicators (with a weighting of 80%), measured as of December 31, 2017 on a cumulative basis including the 2015, 2016<br />
and 2017 fiscal years:<br />
- the EBITA margin rate (40%), for each subsidiary, and the group’s EBITA margin for the corporate headquarters;<br />
- the group’s EBITA growth rate (10%);<br />
- the group’s earnings per share (30%); and<br />
external indicators (with a weighting of 20%) tied to changes in Vivendi’s share price between January 1, 2015 and December 31,<br />
2017 compared to the STOXX® Europe 600 Media index (15%) and to the CAC 40 (5%).<br />
As the shares granted are ordinary shares of the same class as existing shares making up the share capital of Vivendi SA, employee<br />
shareholders are entitled to the dividends and voting rights attached to these shares from the end of the three-year vesting period. The<br />
recognized compensation cost corresponds to the value of the equity instruments received by the beneficiary, and is equal to the difference<br />
between the fair value of the shares to be received and the discounted value of dividends that were not received over the vesting period.<br />
In 2015, the charge recognized with respect to equity settled instruments amounted to €11 million, compared to €9 million in 2014.<br />
18.1.2 Employee stock purchase and leveraged plans<br />
On July 16, 2015, Vivendi undertook a capital increase reserved for employees (stock purchase and leveraged plans) which allowed the<br />
majority of its employees and retirees to subscribe for Vivendi shares.<br />
These shares, which are subject to certain sale or transfer restrictions, may be subscribed by employees for a maximum discount of 15% on<br />
the average opening market price for Vivendi shares during the 20 trading days preceding the date of approval of the share capital increase<br />
by the Management Board and the subscription price of new shares to be issued. The difference between the subscription price of the<br />
shares and the share price on that date represents the benefit granted to the beneficiaries. Furthermore, Vivendi applied a discount for nontransferability<br />
in respect of the restrictions on the sale or transfer of the shares during a five-year period, which is deducted from the benefit<br />
granted to the employees. The value of the subscribed shares is estimated and fixed at the date of the subscription price for new shares to<br />
issue.<br />
Financial Report and Audited Consolidated Financial Statements for the year ended December 31, 2015 Vivendi /80